Topic
corporate dissolution
143 published works
New York Business Divorce
New York Judge Spares NRA “Corporate Death Penalty”
In a 42-page decision handed down last week, a Manhattan judge threw out the New York Attorney General's controversial effort to compel the involuntary dissolution of the National Rifle Association…
New York Business Divorce
Defendant Dissolves Mid-Lawsuit: What’s the Creditor’s Remedy?
This week's New York Business Divorce involves an unusual procedural motion by a plaintiff to convert its lawsuit from a plenary action to a special proceeding under Section 1008 of…
China Law Blog
Shutting Down a China WFOE: Don’t Go There
By Arlo Kipfer
Shutting down a China WFOE: Just fading away is a bad idea. For reasons that ought to be apparent to anyone who reads the news, our China lawyers have of…
Delaware Corporate & Commercial Litigation Blog
Chancery Does Deep Dive into Corporate Dissolution Details and Winding-up Process
Anyone who needs to know the latest iterations of Delaware law regarding the intricacies and nuances of the dissolution of a corporation and the related winding-up process--needs to read the…
California Corporate & Securities Law Blog
Why A Dissolved Corporation May Sue While A Suspended Corporation May Not
Under the California General Corporation Law a corporation which is dissolved nevertheless continues to exist for the purpose, among others, of prosecuting actions. Cal. Corp. Code § 2010(a). Further, no action…
California Corporate & Securities Law Blog
Actions Against Shareholders Of Dissolved Corporations (Part III)
Today's post follows up on two prior posts addressing actions by creditors of dissolved corporations. This post discusses the non-applicability of Chapter 5 of the California General Corporation Law to…
California Corporate & Securities Law Blog
Recovering Improper Distributions From Shareholders When Winding Up The Corporation
Yesterday's post observed that Chapter 5 of the California General Corporation Law does not apply to proceedings for winding up and dissolution of a California corporation under either Chapter 18…
California Corporate & Securities Law Blog
What Is So Special About A "Special Proceeding"?
Several provisions of the California General Corporation Law provide for "special proceedings" in the Superior Court. One such provision is Section 1800 which allows certain persons to bring an action…
California Corporate & Securities Law Blog
When Half A Loaf May Not Suffice
Section 1900(a) is the only provision of the California General Corporation Law that authorizes action by an exactly 50% vote of shareholders. This action, moreover, may be taken without any…
New York Business Divorce
Judicial Dissolution of LLCs Under RULLCA: Iowa Supreme Court Takes the Stage
Iowa was one of the earliest of the 22 states that by now have adopted the Revised Uniform LLC Act (2006). Last month, Iowa’s Supreme Court handed down an important…